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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

      
   
                                  FORM 10-KSB/A
                                 (Admendment 2)
    

     (Mark One)
               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 1996

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from...............to...............

                         Commission file number 0-18322

                              ENEX OIL & GAS INCOME
                           PROGRAM IV - Series 3, L.P.
                 (Name of small business issuer in its charter)

                New Jersey                               76-0251421
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

            800 Rockmead Drive
           Three Kingwood Place
              Kingwood, Texas                               77339
 (Address of principal executive offices)                (Zip Code)

         Issuer's telephone number, including area code: (713) 358-8401

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                          Limited Partnership Interest

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                    Yes x No

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[x]

        State issuer's revenues for its most recent fiscal year. $158,257

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified  date within
the past 60 days (See  definition  of  affiliate  in Rule 12b-2 of the  Exchange
Act):

                                 Not Applicable

                      Documents Incorporated By Reference:

                                      None

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<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                ENEX OIL & GAS INCOME PROGRAM IV - SERIES 3, L.P.


Item No.                             Part I                            Page
--------                             --------                         ------



       1       Description of Business                                I-1

       2       Description of Property                                I-3

       3       Legal Proceedings                                      I-4

       4       Submission of Matters to a Vote
               of Security Holders                                    I-4


                    Part II
                   ---------


       5       Market for Common Equity and
               Related Security Holder Matters                       II-1

       6       Management's Discussion and Analysis
               or Plan of Operation                                  II-2

       7       Financial Statements and Supplementary
               Data                                                  II-4

       8       Changes In and Disagreements With Accountants
               on Accounting and Financial Disclosures               II-14


                   Part III
                  -----------


       9       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                   III-1

      10       Executive Compensation                                III-3

      11       Security Ownership of Certain
               Beneficial Owners and Management                      III-4

      12       Certain Relationships and Related
               Transactions                                          III-4

      13       Exhibits and Reports on Form 8-K                      III-4

               Signatures                                             S-1


<PAGE>



                                     PART I

Item 1.      Description of Business


General

             Enex Oil & Gas Income  Program IV - Series 3, L.P. (the  "Company")
was formed under the New Jersey Uniform Limited  Partnership Act (1976) on March
15, 1988 and commenced  operations on May 10, 1989 with aggregate  subscriptions
of  $3,039,901,  $3,009,502 of which was received  from 2,238 limited  partners,
including investors whose distributions from earlier  partnerships  sponsored by
the  Company's  general  partner,  Enex  Resources  Corporation  ("Enex"),  were
automatically invested in the Company.

             The  Company  is engaged in the oil and gas  business  through  the
ownership  of  various  interests  in  producing  oil  and  gas  properties.  If
warranted, the Company may further develop its oil and gas properties.  However,
the Company does not intend to engage in significant drilling  activities.  Such
activities may be conducted, however, as an incidental part of the management of
producing  properties  or with a view toward  enhancing  the value of  producing
properties.  In no event will the Company engage in exploratory drilling, or use
any of the limited partners' net subscriptions to fund drilling activities.  Any
developmental  drilling will be financed primarily through third party borrowing
or with funds provided from operations. The expenses of drilling, completing and
equipping  and  operating  development  wells are  allocated  90% to the limited
partners and 10% to the general partner.  See Note 1 to the Financial Statements
for  information  relating to the  allocation of costs and revenues  between the
limited  partners  and  the  general  partner.   The  Company's  operations  are
concentrated in a single industry segment.

             The principal  executive office of the Company is maintained at 800
Rockmead Drive,  Suite 200, Three Kingwood  Place,  Kingwood,  Texas 77339.  The
telephone number at this office is (713) 358-8401.
The Company has no regional offices.

     The Company has no employees. On March 1, 1997, Enex (and its subsidiaries)
employed 23 persons.

Marketing

             The marketing of oil and gas produced by the Company is affected by
a number of factors which are beyond the Company's control,  the exact nature of
which cannot be accurately  predicted.  These  factors  include the quantity and
price of crude oil imports,  fluctuating  supply and demand,  pipeline and other
transportation facilities, the marketing of competitive fuels, state and federal
regulation  of oil  and  gas  production  and  distribution  and  other  matters
affecting the availability of a ready market. All of these factors are extremely
volatile.

     Terra Pipeline Company and Southwestern Energy Production Company accounted
for 67% and 24%,  respectively,  of the  Company's  total  sales in 1996.  Terra
Pipeline  Company,  Norcen  Explorer,  Inc. and GPM Marketing Corp accounted for
59%, 16% and 15%,  respectively,  of the Company's total sales in 1995. No other
purchaser  individually  accounted for more than 10% of such sales. Although the
Company

                                       I-1

<PAGE>



marketed a significant portion of its sales to the above noted companies, such a
concentration  does not pose a significant  risk due to the commodity  nature of
the Company's products.

Environmental and Conservation Regulation

             State  regulatory  authorities  in the states in which the  Company
owns  producing  properties  are  empowered to make and enforce  regulations  to
prevent waste of oil and gas and to protect correlative rights and opportunities
to produce oil and gas for owners of a common reservoir. Each of such regulatory
authorities  also  regulates  the amount of oil and gas  produced  by  assigning
allowable rates of production, which may be increased or decreased in accordance
with supply and demand.  Requirements  regarding the  prevention and clean-up of
pollution and similar environmental  matters are also generally applicable.  The
costs, if any, the Company may incur in this regard cannot be predicted.

             The  existence  of such  regulations  has had no  material  adverse
effects on the Company's  operations to date, and the cost of compliance has not
yet been material.  There are no material administrative or judicial proceedings
arising under such laws or regulations pending against the Company.  The Company
is unable to assess or predict the impact that compliance with environmental and
pollution control laws and regulations may have on its future operation, capital
expenditures, earnings or competitive position.

Tax Laws

             The  operations  of the Company are affected by the federal  income
tax laws  contained  in the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"). Under the Code, generally, the Company will report income from the sale
of oil and gas,  against  which it may deduct its  ordinary  business  expenses,
depletion, depreciation and intangible drilling and development costs.

             It is anticipated that most of the Company's  income,  if any, will
be from a  "passive  activity"  for  purposes  of the Code.  A passive  activity
includes an  activity in which the  taxpayer  does not  materially  participate,
including the ownership of a limited partnership  interest,  such as an interest
in the Company.  "Passive  income,"  however,  does not include portfolio income
(i.e. dividends,  interest,  royalties,  etc.). Although taxpayers generally may
not deduct  losses or use tax credits  derived  from  passive  activities  in an
amount  greater than their income  derived from such  activities,  if and to the
extent that the Company generates passive income, it will be available to offset
the limited partners' passive losses from other sources.

             Partnerships with interests that are "publicly traded" are taxed as
corporations unless at least 90% of their income is "qualifying income." Because
the  Company's  income will be qualifying  income for this purpose,  the Company
will not be taxed as a  corporation  under this rule.  Passive  income or losses
from publicly traded  partnerships that are not taxed as corporations  generally
cannot be used to offset  passive  income or losses  from  other  sources,  Enex
believes that the Company is not publicly traded. Consequently, limited partners
should  continue to be able to utilize  their income and losses from the Company
to offset losses and income from their other passive activities.

             In order to prevent the adverse tax consequences  that would affect
the limited  partners if the Company's  limited  partnership  interests  were to
become publicly traded in the future, the general partner

                                       I-2

<PAGE>



may, after final  regulations  have been issued by the Internal Revenue Service,
submit to a vote of limited partners a proposal to amend the Company's agreement
of limited partnership to provide,  among other things, (a) that Enex shall have
the right to refuse to recognize any transfer of limited  partnership  interests
if it  believes  that  such  transfer  occurred  on a  secondary  market  or the
substantial  equivalent thereof; and (b) that all assignors and assignees of the
limited  partnership  interests  shall be required to represent to Enex that any
transfer  of  limited  partnership  interests  did  not,  to the  best of  their
knowledge, occur on a secondary market or the substantial equivalent thereof.

Item 2.      Description of Property

             Presented   below  is  a   summary   of  the   Company's   property
acquisitions.

             BAGLEY  acquisition.  Working  interests in 7 oil wells  located in
Bagley Field, Otsego County,  Michigan were acquired effective May and June 1989
for  $689,556.  The Bagley  acquisition  is operated by Terra  Energy,  Ltd. The
Company owns working  interests  ranging from 4.32% to 4.35% in the wells in the
Bagley acquisition at December 31, 1996.

             BRIGHTON  acquisition.  Working interests in 2 oil wells located in
Brighton  Field,  Livingston  County,  Michigan were purchased for $340,200 from
Pasadena Oil & Gas Corp., effective from date of first production (November 1988
and  July  1989).  The  Brighton  acquisition  is  operated  by  Global  Natural
Resources. The Company owns working interests ranging from 6.30% to 7.46% in the
Brighton acquisition at December 31, 1996.

             LAKE DECADE acquisition.  Effective July 1, 1989, working interests
in 2 gas wells in Lake Decade Field, Terrebonne Parish, Louisiana were purchased
for $1,653,056 from Sierra Production  Company.  The Lake Decade  acquisition is
operated by Southwestern  Energy Production.  The Company owns working interests
ranging  from  .21% to .30% in the  wells  in the  Lake  Decade  acquisition  at
December 31, 1996.

             Purchase  price as used above is  defined  as the  actual  contract
price plus finders' fees, if  applicable.  Miscellaneous  acquisition  expenses,
subsequent capital items, etc. are not included.

Oil and Gas Reserves

             For  quantitative  information  regarding the Company's oil and gas
reserves,  please see  Supplementary  Oil and Gas Information and related tables
which follow the Notes to  Financial  Statements  in Item 7 of this report.  The
Company has not filed any current oil and gas reserve  estimates or included any
such  estimates in reports to any federal or foreign  governmental  authority or
agency, including the Securities and Exchange Commission.

             Proved  oil  and  gas  reserves   reported   herein  are  based  on
engineering reports prepared by the petroleum engineering  consulting firm of H.
J. Gruy and Associates,  Inc. The reserves included in this report are estimates
only and should not be  construed as exact  quantities.  Future  conditions  may
affect  recovery of  estimated  reserves  and  revenue,  and all reserves may be
subject to  revision  as more  performance  data  become  available.  The proved
reserves used in this report conform to the applicable definitions

                                       I-3

<PAGE>



promulgated  by the Securities and Exchange  Commission.  No major  discovery or
other  favorable or adverse  event that could  potentially  cause a  significant
change in the estimated proved reserves has occurred since December 31, 1996.

Net Oil and Gas Production

             The following table shows for the years ended December 31, 1996 and
1995,  the  approximate  production  attributable  to the  Company's oil and gas
interests. The figures in the table represent "net production"; i.e., production
owned by the Company and produced to its interest  after  deducting  royalty and
other similar interests. All production occurred in the United States.

                                                     1996           1995
                                                     ----           ----

Crude oil and condensate (Bbls).................     2,757         3,481
Natural gas (Mcf)...............................    10,974        10,490

                  The  following  table sets forth the  Company's  average sales
price per barrel of oil,  per Mcf of gas, and average  production  cost per unit
produced for the years ended  December 31, 1996 and 1995. The average prices and
production cost per equivalent  barrel are higher than average market prices and
costs due to the payment of net profit royalties.  The payment of such royalties
has no impact on the Company's net revenues or cash flows.
                                                           1996           1995
                                                           ----           ----

Average sales price per barrel of oil.............   $    29.62     $    24.12
Average sales price per Mcf of gas................         6.97           3.24
Average production cost per equivalent
  barrel of production............................        18.14          14.45

Drilling Activities

             The  Company  did  not  participate  in  any  significant  drilling
activity in 1996 or 1995.

Current Activities

             The Company  completed its  acquisition  phase in 1989.  Additional
interests in oil and gas properties may be acquired;  however, the primary focus
of present  activities  is on the efficient  management of properties  currently
owned.

Item 3.      Legal Proceedings

             There  are no  material  pending  legal  proceedings  to which  the
Company is a party.

Item 4.      Submission of Matters to a Vote of Security Holders

             No matter was  submitted to a vote of security  holders  during the
fourth quarter of the fiscal year covered by this report.

                                       I-4

<PAGE>



                                     PART II


Item 5.      Market for Common Equity and Related Security Holder Matters

Market Information

             There is no  established  public  trading  market for the Company's
outstanding limited partnership interests.



Number of Equity Security Holders

                                                 Number of Record Holders
               Title of Class                      (as of March 1, 1997)
              -----------------                -----------------------------


          General Partner's Interests                        1

          Limited Partnership Interests                    1,464



Dividends

          The  Company  made  cash  distributions  to  partners  of $4 per  $500
investment in 1995. The Company  suspended the payment of  distributions  in the
third quarter of 1995.  The payment of future  distributions  will depend on the
Company's earnings,  financial condition, working capital requirements and other
factors.  Based upon current projected cash flows from its property, it does not
appear that the Company will have sufficient net cash flow after debt service to
pay distributions in the future.


                                      II-1

<PAGE>



Item 6.     Management's Discussion and Analysis or Plan of Operation

Results of Operations

            This  discussion  should be read in  conjunction  with the financial
statements of the Company and the notes thereto included in this Form 10-KSB.

            Oil and gas sales  increased  to $158,257  in 1996 from  $117,994 in
1995. This  represents an increase of $40,263 or 34%. Oil revenues  decreased by
$2,296 or 3%. A 21%  decline  in oil  production  caused  sales to  decrease  by
$17,463. This decrease was partially offset by a 23% increase in the average oil
sales  price.  Gas sales  increased  by $42,559 or 125%.  A 5%  increase  in gas
production  increased sales by $1,568.  A 115% increase in the average gas sales
price increased sales by an additional $40,991.  The increase in the average oil
and gas sales prices were  primarily due to higher prices in the overall  market
for the  sale of oil  and gas  coupled  with  higher  lease  operating  expenses
incurred,  in 1996, on the Lake Decade acquisition,  on which the Company pays a
net profits royalty. The decrease in oil production was primarily due to natural
production   declines   which  were   especially   pronounced  on  the  Brighton
acquisition.  The increase in gas  production  was primarily due to a successful
work over on the Lake Decade acquisition in the third quarter of 1996, partially
offset by natural production declines.

            Lease operating  expenses  increased to $68,379 in 1996 from $62,761
in 1995.  The increase of $5,618 or 9% was  primarily due to repairs made on the
Lake Decade acquisitions in 1996.

      
     Depreciation  and  depletion  expense  decreased  to  $26,137  in 1996 from
$38,691 in 1995.  This  represents  a decrease of $12,554 or 32%. The changes in
production,  noted above,  caused depreciation and depletion expense to decrease
by $4,752.  A 23%  decrease  in the  depletion  rate  reduced  depreciation  and
depletion expense by an additional  $7,802.  The rate decrease was primarily due
to the lower property basis  resulting from the  recognition of an impairment of
property  of  $538,207  in the  first  quarter  of 1996,  partially  offset by a
downward  revision of the oil and gas reserves  during 1996.  The reserves  were
lower primarily due to the expiration of a lease holding undeveloped reserves on
the Lake Decade acquisition as discussed below.

   
         The  Financial  Accounting  Standards  Board has  issued  Statement  of
Financial  Accounting Standard ("SFAS") No. 121,  "Accounting for the Impairment
of  Long-Lived  Assets  and for  Long-Lived  Assets to be  Disposed  Of,"  which
requires  certain  assets  to be  reviewed  for  impairment  whenever  events or
circumstances indicate the carrying amount may not be recoverable. Prior to this
pronouncement,  the Company  assessed  properties  on an aggregate  basis.  Upon
adoption of SFAS 121, the Company  began  assessing  properties on an individual
basis, wherein total capitalized costs may not exceed the property's fair market
value.  The fair market value of each property was  determined by H. J. Gruy and
Associates,  ("Gruy").  To determine the fair market value,  Gruy estimated each
property's oil and gas reserves, applied certain assumptions regarding price and
cost  escalations,  applied a 10% discount factor for time and certain  discount
factors for risk,  location,  type of ownership interest,  category of reserves,
operational  characteristics,  and other factors.  In the first quarter of 1996,
the Company recognized a non-cash  impairment  provision of $538,207 for certain
oil and gas properties  primarily due to downward reserve  revisions on the Lake
Decade acquisition.  The Lake Decade acquisition  included  significant reserves
that were considered "proved" but not yet developed. Proved undeveloped reserves
were assigned to these leases based on offset  production in existing  wells and
on geologic mapping of the existing wells north of the producing wells. Enex and
its affiliated entities
    
                                      II-2

<PAGE>



   
owned less than 10% of this acquisition. The other working interest owners which
held the remaining  interest in the  acquisition,  including the operator of the
field,  also carried these  reserves as "proved  undeveloped"  reserves prior to
1996.  Wells drilled near the  acquisition in an attempt to increase  production
from the field were dry holes.  Revised  geologic  mapping,  based on production
from existing wells and the unsuccessful  wells driled  offsetting the property,
indicated a much smaller productive area than had been originally calculated. It
was determined by the operator of the  acquisition  that future  drillings could
not be justified.  The well which was holding the lease,  which had  undeveloped
reserves  assigned to it, was  recompleted  by the operator in 1996 to a zone in
which the Company did not own an interest.  As a result,  the lease  expired and
the undeveloped  reserves  associated with the lease had to be written off. This
was the cause of both the  downward  reserve  revisions  in 1996 and the reserve
valuation writedowns taken by the Company in the first quarter of 1996.
    

            General and  administrative  expenses  increased  to $25,158 in 1996
from  $19,747 in 1995.  This  increase  of $5,411 or 27% is  primarily  due to a
$5,919  increase in direct costs incurred by the Company in 1996, as a result of
higher audit and tax return preparation fees.

Capital Resources and Liquidity

     The Company's  cash flows from  operations is a direct result of the amount
of net proceeds  realized from the sale of oil and gas production.  Accordingly,
the changes in cash flows from 1995 to 1996 are  primarily due to the changes in
oil and gas sales  described  above.  It is the general  partner's  intention to
distribute  substantially  all of the  Company's  available  cash  flows  to the
Company's partners.  The Company's "available cash flow" is essentially equal to
the net amount of cash provided by operating activities.

            The Company  discontinued  the payment of distributions in the third
quarter of 1995. Future distributions are dependent upon among other things, the
prices  received  for oil and gas.  The  Company  will  continue  to recover its
reserves  and reduce its  obligations  in 1997.  The Company  does not intend to
purchase additional properties or fund extensive development of existing oil and
gas properties,  and as such; has no long-term  liquidity  needs.  The Company's
projected cash flows from operations will provide  sufficient funding to pay its
operating expenses and debt obligations.  The general partner does not intend to
accelerate the repayment of the debt beyond the cash flow provided by operating,
financing and investing  activities.  The Company plans to repay the amount owed
to the general  partner over a three year period.  Based upon current  projected
cash flows from its  property,  it does not appear  that the  Company  will have
sufficient net cash flow after debt service to pay distributions in the future.

            At December 31, 1996,  the Company had no material  commitments  for
capital  expenditures.  The Company does not intend to engage in any significant
developmental drilling activity.

                                      II-3

<PAGE>



Item 7.      Financial Statements and Supplementary Data



INDEPENDENT AUDITORS' REPORT


The Partners
Enex Oil & Gas Income
  Program IV-Series 3, L.P.


We have audited the accompanying  balance sheet of Enex Oil & Gas Income Program
IV-Series 3, L.P. (a New Jersey limited partnership) as of December 31, 1996 and
the related  statements of operations,  changes in partners'  capital,  and cash
flows for each of the two years in the period ended  December  31,  1996.  These
financial statements are the responsibility of the general partner of Enex Oil &
Gas  Income  Program  IV-  Series 3, L.P.  Our  responsibility  is to express an
opinion on the financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of Enex Oil & Gas Income Program IV-Series 3,
L.P. at December 31, 1996 and the results of its  operations  and its cash flows
for each of the two years in the period ended  December  31, 1996 in  conformity
with generally accepted accounting principles.


DELOITTE & TOUCHE  LLP




Houston, Texas
March 18, 1997

                                      II-4

<PAGE>
ENEX OIL & GAS INCOME PROGRAM IV - SERIES 3, L.P.

BALANCE SHEET, DECEMBER 31, 1996
------------------------------------------------------------------------------
<TABLE>
<CAPTION>

ASSETS
                                                                       1996
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>          
  Cash                                                          $       6,635
  Accounts receivable - oil & gas sales                                29,606
  Other current assets                                                    981
                                                                --------------

Total current assets                                                   37,222
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities             2,880,290
  Less - accumulated depreciation and depletion                     2,818,181
                                                                --------------

Property, net                                                          62,109
                                                                --------------

TOTAL                                                           $      99,331
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                             $      32,013
   Payable to general partner                                          55,180
                                                                --------------

Total current liabilities                                              87,193
                                                                --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   (13,447)
   General partner                                                     25,585
                                                                --------------

Total partners' capital                                                12,138
                                                                --------------

TOTAL                                                           $      99,331
                                                                ==============
</TABLE>

Number of $500 Limited Partner units outstanding                        6,079



See accompanying notes to financial statements.
------------------------------------------------------------------------------

                                      II-5
<PAGE>
ENEX OIL & GAS INCOME PROGRAM IV - SERIES 3, L.P.

STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                  1996             1995
                                           --------------    --------------

REVENUES:
<S>                                        <C>                <C>           
  Oil and gas sales                        $     158,257      $    117,994  
                                           --------------    --------------

EXPENSES:
  Depreciation and depletion                      26,137            38,691
  Impairment of property                         538,207                 -
  Lease operating expenses                        68,379            62,761
  Production taxes                                14,799            12,785
  General and administrative:
    Allocated from general partner                17,221            17,729
    Direct expense                                 7,937             2,018
                                           --------------    --------------

Total expenses                                   672,680           133,984
                                           --------------    --------------

NET LOSS                                   $    (514,423)      $    (15,990)
                                           ==============    ==============

</TABLE>





See accompanying notes to financial statements.
-----------------------------------------------------------------------------

                                      II-6

<PAGE>
ENEX OIL & GAS INCOME PROGRAM IV - SERIES 3, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                             PER $500
                                                                                             LIMITED
                                                                                             PARTNER
                                                   GENERAL              LIMITED             UNIT OUT-
                               TOTAL               PARTNER              PARTNERS             STANDING
                             -------------    -----------------    -----------------    -----------------

<S>                           <C>                <C>               <C>                   <C>              
BALANCE, JANUARY 1, 1995      $   567,307        $      20,797     $        546,510      $            90  

CASH DISTRIBUTIONS                (24,756)              (2,474)             (22,282)                  (4)

NET INCOME (LOSS)                 (15,990)               2,270              (18,260)                  (3)
                             -------------    -----------------    -----------------    -----------------

BALANCE, DECEMBER 31, 1995        526,561               20,593              505,968                   83

NET INCOME (LOSS)                (514,423)               4,992             (519,415)                 (85)
                             -------------    -----------------    -----------------    -----------------

BALANCE, DECEMBER 31, 1996    $    12,138        $      25,585     $        (13,447)(1) $             (2) 
                             =============    =================    =================    =================

</TABLE>


(1)  Includes 1,156 units purchased by the general partner as a limited partner.



See accompanying notes to financial statements.
----------------------------------------------------------------------------

                                      II-7

<PAGE>
ENEX OIL AND GAS INCOME PROGRAM IV - SERIES 3, L.P.

STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             1996                    1995
                                                     -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>                          <C>              
Net loss                                             $         (514,423)          $      (15,990)  
                                                     -------------------      -------------------

Adjustments to reconcile net loss to net cash
   provided by operating activities
  Depreciation and depletion                                     26,137                   38,691
  Impairment of property                                        538,207                        -
(Increase) decrease in:
  Accounts receivable - oil & gas sales                         (12,103)                  23,967
Increase (decrease) in:
   Accounts payable                                               3,644                  (20,768)
   Payable to general partner                                   (30,620)                 (20,686)
                                                     -------------------      -------------------

Total adjustments                                               525,265                   21,204
                                                     -------------------      -------------------

Net cash provided by operating activities                        10,842                    5,214
                                                     -------------------      -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Property (additions) credits - development costs              (4,251)                   2,351
                                                     -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                                                 -                  (24,756)
                                                     -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                                   6,591                  (17,191)

CASH AT BEGINNING OF YEAR                                            44                   17,235
                                                     -------------------      -------------------

CASH AT END OF YEAR                                  $            6,635            $          44   
                                                     ===================      ===================
</TABLE>




See accompanying notes to financial statements.
-----------------------------------------------------------------------------
                                      II-8

<PAGE>

ENEX OIL & GAS INCOME PROGRAM IV - SERIES 3, L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
-----------------------------------------------------------------------------


1.           PARTNERSHIP ORGANIZATION

             Enex Oil & Gas Income Program IV - Series 3, L.P. (the  "Company"),
             a New Jersey limited  partnership,  commenced operations on May 10,
             1989, for the purpose of acquiring  proved oil and gas  properties.
             Total  limited  partner  contributions  were  $3,039,901,  of which
             $30,399 was contributed by Enex Resources Corporation ("Enex"), the
             general partner.

             In  accordance  with the  partnership  agreement,  the Company paid
             commissions  and due  diligence  expenses of $283,185 for solicited
             subscriptions to Enex Securities Corporation, a subsidiary of Enex,
             and  reimbursed  Enex for  organization  expenses of  approximately
             $91,000.

             Information  relating  to the  allocation  of  costs  and  revenues
             between Enex, as general  partner,  and the limited  partners is as
             follows:
                                                                    Limited
                                                        Enex        Partners

             Commissions and selling expenses                         100%
             Company reimbursement of organization
               expense                                                100%
             Company property acquisition                             100%
             General and administrative costs            10%           90%
             Costs of drilling and completing
               development wells                         10%           90%
             Revenues from temporary investment of
               partnership capital                                    100%
             Revenues from producing properties          10%           90%
             Operating costs (including general and
               administrative costs associated with
               operating producing properties)           10%           90%

             At the point in time  when the cash  distributions  to the  limited
             partners  equal  their  subscriptions  ("payout"),   the  costs  of
             drilling and completing  development wells, revenues from producing
             properties,  general and  administrative  costs and operating costs
             will be allocated 15% to the general partner and 85% to the limited
             partners.

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Oil and Gas  Properties - The Company uses the  successful  efforts
             method of  accounting  for its oil and gas  operations.  Under this
             method,  the  costs  of  all  development  wells  are  capitalized.
             Capitalized costs are amortized on the  units-of-production  method
             based on estimated total proved reserves.  The acquisition costs of
             improved  properties are capitalized and periodically  assessed for
             impairment.

                                      II-9

<PAGE>
      
   
     The Financial Accounting Standards Board has issued Statement of Financial
     Accounting  Standard  ("SFAS") No. 121,  "Accounting  for the Impairment of
     Long-Lived  Assets  and for  Long-Lived  Assets to be  Disposed  Of," which
     requires  certain assets to be reviewed for impairment  whenever  events or
     circumstances indicate the carrying amount may not be recoverable. Prior to
     this pronouncement,  the Company assessed properties on an aggregate basis.
     Upon  adoption of SFAS 121, the Company  began  assessing  properties on an
     individual  basis,  wherein  total  capitalized  costs may not  exceed  the
     property's  fair market  value.  The fair market value of each property was
     determined by H. J. Gruy and  Associates,  ("Gruy").  To determine the fair
     market value, Gruy estimated each property's oil and gas reserves,  applied
     certain  assumptions  regarding price and cost  escalations,  applied a 10%
     discount factor for time and certain discount  factors for risk,  location,
     type   of   ownership   interest,   category   of   reserves,   operational
     characteristics,  and other  factors.  In the first  quarter  of 1996,  the
     Company recognized a non-cash impairment  provision of $538,207 for certain
     oil and gas properties  primarily due to downward reserve  revisions on the
     Lake Decade acquisition . The Lake Decade acquisition  included significant
     reserves  that  were  considered  "proved"  but not yet  developed.  Proved
     undeveloped  reserves  were  assigned  to  these  leases  based  on  offset
     production in existing wells and on geologic  mapping of the existing wells
     north of the producing wells.  Enex and its affiliated  entities owned less
     than 10% of this acquisition.  The other working interest owners which held
     the remaining  interest in the  acquisition,  including the operator of the
     field, also carried these reserves as "proved  undeveloped"  reserves prior
     to 1996.  Wells  drilled  near the  acquisition  in an attempt to  increase
     production from the field were dry holes.  Revised geologic mapping,  based
     on  production  from  existing  wells  and the  unsuccessful  wells  driled
     offsetting the property,  indicated a much smaller productive area than had
     been  originally  calculated.  It was  determined  by the  operator  of the
     acquisition  that future  drillings could not be justified.  The well which
     was holding the lease,  which had undeveloped  reserves assigned to it, was
     recompleted  by the operator in 1996 to a zone in which the Company did not
     own an  interest.  As a  result,  the  lease  expired  and the  undeveloped
     reserves  associated  with the lease had to be  written  off.  This was the
     cause of both  the  downward  reserve  revisions  in 1996  and the  reserve
     valuation writedowns taken by the Company in the first quarter of 1996.
    


      
        
             The Company's  operating  interests in oil and gas  properties  are
             recorded  using  the pro  rata  consolidation  method  pursuant  to
             Interpretation 2 of Accounting Principles Board Opinion 18.

             Cash Flows - The  Company  has  presented  its cash flows using the
             indirect method and considers all highly liquid investments with an
             original maturity of three months or less to be cash equivalents.

             General and  Administrative  Expenses - The Company  reimburses the
             General Partner for direct costs and administrative  costs incurred
             on its behalf.  Administrative  costs  allocated to the Company are
             computed  on a cost  basis in  accordance  with  standard  industry
             practices  by  allocating  the time spent by the General  Partner's
             personnel  among  all  projects  and by  allocating  rent and other
             overhead on the basis of the relative direct time charges.

             Uses of Estimates - The preparation of the financial  statements in
             conformity with generally accepted  accounting  principles requires
             management  to make  estimates  and  assumptions  that  affect  the
             reported  amounts  of assets  and  liabilities  and  disclosure  of
             contingent  assets  and  liabilities  at the date of the  financial
             statements and the reported  amounts of revenue and expenses during
             the  reporting  periods.  Actual  results  could  differ from these
             estimates.

                                     II-10
<PAGE>


Set forth below is a  reconciliation  of net income  (loss) as  reflected in the
accompanying  financial  statements and net income (loss) for federal income tax
purposes for the year ended December 31, 1996:
<TABLE>
<CAPTION>

                                                                                   Allocable to               Per $500 Limited
                                                                    -------------------------------------
                                                                          General            Limited              Partner Unit
                                                      TOTAL               Partner           Partners              Outstanding
                                               ------------------   ------------------  -----------------    ----------------------
Net income (loss) as reflected in the
<S>                                            <C>                  <C>                    <C>                       <C>           
     accompanying financial statements         $        (514,423)   $           4,992      $    (519,415)            $         (85)
Reconciling items:
  Intangible drilling costs
     capitalized for financial
     reporting purposes which
     were charged-off for federal
     income tax purposes                                  (2,159)                (216)            (1,943)                        -
  Difference in depreciation,
     depletion and amortization
     computed for federal income
     tax purposes and the amount
     computed for financial
     reporting purposes                                  457,939                    -            457,939                        75
                                               ------------------   ------------------  -----------------    ----------------------

Net income (loss) for federal
   income tax purposes                         $         (58,643)   $           4,776     $      (63,419)           $          (10)
                                               ==================   ==================  =================    ======================
</TABLE>

Net income  (loss) for federal  income tax  purposes is a summation  of ordinary
income (loss),  portfolio income (loss),  cost depletion and intangible drilling
costs as presented in the Company's federal income tax return.

Set forth below is a  reconciliation  between  partners'  capital  (deficit)  as
reflected in the  accompanying  financial  statements and partners'  capital for
federal income tax purposes as of December 31, 1996:
<TABLE>
<CAPTION>

                                                                                   Allocable to               Per $500 Limited
                                                                    -------------------------------------
                                                                          General            Limited              Partner Unit
                                                      TOTAL               Partner           Partners              Outstanding
                                               ------------------   ------------------  -----------------    ----------------------
Partners' capital (deficit) as
     reflected in the accompanying
<S>                                            <C>                  <C>                          <C>                  <C>          
     financial statements                      $          12,138    $          25,585        $   (13,447)             $         (2)
Reconciling items:
  Intangible drilling costs
     capitalized for financial
     reporting purposes which
     were charged-off for federal
     income tax purposes                                 (60,797)              (6,083)           (54,714)                       (9)
  Difference in accumulated
     depreciation, depletion and
     amortization for financial
     reporting and federal income
     tax purposes                                        389,988                    -            389,988                        64
  Commissions and syndication
     fees capitalized for federal
     income tax purposes                                 283,185                    -            283,185                        47
                                               ------------------   ------------------  -----------------    ----------------------

Partners' capital for federal
     income tax purposes                       $         624,514    $          19,502      $     605,012           $           100 
                                               ==================   ==================  =================    ======================
</TABLE>

                                      II-11



<PAGE>

3.           FEDERAL INCOME TAXES

             General - The Company is not a taxable  entity for  federal  income
             tax purposes. Such taxes are liabilities of the individual partners
             and the  amounts  thereof  will vary  depending  on the  individual
             situation of each partner.  Accordingly,  there is no provision for
             income taxes in the accompanying financial statements.


4.           PAYABLE TO GENERAL PARTNER

             The payable to general  partner  primarily  consists of general and
             administrative expenses allocated to the Company by Enex during the
             Company's  start-up  phase  and for  its  ongoing  operations.  The
             Company plans to repay the amounts owed to the general partner over
             a period of three years.

5.           REPURCHASE OF LIMITED PARTNER INTERESTS

             In accordance with the partnership  agreement,  the general partner
             is required to purchase limited partner interests (at the option of
             the  limited  partners)  at annual  intervals  beginning  after the
             second year  following the  formation of the Company.  The purchase
             price,  as  specified  in  the  partnership  agreement,   is  based
             primarily  on reserve  reports  prepared by  independent  petroleum
             engineers as reduced by a specified risk factor.

6.           SIGNIFICANT PURCHASERS

             Terra Pipeline Company and Southwestern Energy Production Company 
             accounted for 67% and 24%, respectively, of the Company's total
             sales in 1996. Terra Pipeline Company, Norcen Explorer, Inc. and 
             Global Natural Resources Corp. accounted for 59%, 16% and 15%,
             respectively, of the Company's total sales in 1995.  No other
             purchaser individually accounted for more than 10% of such sales.



                                      II-12

<PAGE>
ENEX OIL & GAS INCOME PROGRAM IV - SERIES 3, L.P.

SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
----------------------------------------------------------------------------

Proved Oil and Gas Reserve Quantities (Unaudited)

The following  presents an estimate of the Company's  proved oil and gas reserve
quantities  and changes  therein  for each of the two years in the period  ended
December 31, 1996.  Oil reserves are stated in barrels  ("BBLS") and natural gas
in thousand cubic feet ("MCF"). The amounts per $500 limited partner unit do not
include a potential 5% reduction after payout. All of the Company's reserves are
located within the United States.
<TABLE>
<CAPTION>

                                                                            Per $500                                  Per $500
                                                                            Limited              Natural              Limited
                                                         Oil              Partner Unit             Gas              Partner Unit
                                                        (BBLS)            Outstanding             (MCF)             Outstanding
                                                   -----------------    -----------------    -----------------    -----------------

PROVED DEVELOPED AND
    UNDEVELOPED RESERVES:

<S>                                                          <C>                       <C>            <C>                       <C>
January 1, 1995                                              17,512                    3              336,916                   50

    Revisions of previous estimates                            (790)                   -              (46,667)                  (7)
    Production                                               (3,481)                  (1)             (10,490)                  (2)
                                                   -----------------    -----------------    -----------------    -----------------

December 31, 1995                                            13,241                    2              279,759                   41

    Revisions of previous estimates                          (4,181)                  (1)            (252,519)                 (37)
    Production                                               (2,757)                   -              (10,974)                  (2)
                                                   -----------------    -----------------    -----------------    -----------------

December 31, 1996                                             6,303                    1               16,266                    2
                                                   =================    =================    =================    =================


PROVED DEVELOPED RESERVES:

January 1, 1995                                              11,948                    2               68,048                   10
                                                   =================    =================    =================    =================

December 31, 1995                                             7,677                    1               10,892                    2
                                                   =================    =================    =================    =================

December 31, 1996                                             6,303                    1               16,266                    2
                                                   =================    =================    =================    =================

</TABLE>


                                      II-13




<PAGE>


Item 8.      Changes In and Disagreements With Accountants on Accounting and
              Financial Disclosure


             Not Applicable


                                      II-14

<PAGE>



                                    PART III

------------------------------------------------------------------------------
Item 9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act

              The Company's sole General Partner is Enex Resources  Corporation,
a Delaware corporation.  The Company has no Directors or executive officers. The
Directors and executive officers of Enex are:

              Gerald B. Eckley.  Mr.  Eckley,  age 70, has served as a Director,
President and Chief Executive Officer of the General Partner since its formation
in 1979.  He was  employed by Shell Oil Company  from 1951 to 1967 and served in
managerial  capacities  from 1959 to 1967. From 1967 to 1969, he was Director of
Fund  Raising at the  University  of  Oklahoma  and from 1969 to 1971,  was Vice
President of Land and Operations for Imperial American  Management  Company.  In
1971, Mr. Eckley was a petroleum consultant and in 1972-1973 was General Counsel
and Executive  Director of the Oil Investment  Institute.  From 1973 to 1974, he
was Manager of Oil  Properties,  Inc. and from 1974 to 1976, was Vice President,
Land and Joint Ventures for Petro-Lewis  Corporation.  From 1977 to August 1979,
Mr. Eckley was President of Eckley Energy, Inc., a company engaged in purchasing
and selling oil and gas properties.  Mr. Eckley  received an L.L.B.  degree from
the University of Oklahoma in 1951 and a Juris Doctor degree from the University
of Oklahoma in 1970.

              William C. Hooper,  Jr. Mr. Hooper, age 59, has been a Director of
the General  Partner  since its formation in 1979 and is a member of the General
Partner's Audit and Compensation and Options Committees.  In 1960 he was a staff
engineer in the Natural Gas Department of the Railroad Commission of Texas, with
principal  duties  involving  reservoir units and gas proration.  In 1961 he was
employed by the California  Company as a Drilling  Engineer and  Supervisor.  In
1963 he was employed as a Staff Engineer by California Research  Corporation and
in 1964 rejoined the  California  Company as a project  manager  having  various
duties involving  drilling and reservoir  evaluations.  In 1966 he was Executive
Vice  President  for Moran Bros.  Inc.,  coordinating  and  managing all company
activities,  drilling operations,  bidding and engineering.  From 1970 until the
present, he has been self-employed as a consulting  petroleum engineer providing
services to industry and  government  and engaged in business as an  independent
oil and gas operator and investor.  From 1975 to 1987 he was also a Director and
President of Verna Corporation,  a drilling contractor and service organization.
He received a B.S.  degree in Petroleum  Engineering in 1960 from the University
of Texas and an M.S. degree in Petroleum  Engineering  from that same University
in 1961.

              Stuart  Strasner.  Mr.  Strasner,  age 67, was a  Director  of the
General  Partner from its formation until October of 1986. He was reappointed to
the  Board on April  19,  1990 to fill a  vacancy.  He is a member  of the Audit
Committee. He is a professor of business law at Oklahoma City University and was
Dean of the law school at  Oklahoma  City  University  from July 1984 until June
1991.  Prior to July 1984, Mr. Strasner was an attorney in private practice with
McCollister,  McCleary, Fazio and Holliday in Oklahoma City, Oklahoma. From 1959
to 1974,  he was  employed  by various  banks,  bank  holding  companies  and an
insurance  company  in  executive  capacities.  From  1974  to  1978,  he  was a
consultant to various  corporations  such as insurance  companies,  bank holding
companies and small business investment companies. From 1978 until late 1981, he
was Executive  Director of the Oklahoma Bar  Association,  and from 1981 to 1983
was  a  Director  and  President  of  PRST  Enterprises,  Inc.,  a  real  estate
development  company.  Mr.  Strasner  holds an A.B.  degree from  Panhandle  A&M
College,  Oklahoma,  and a J.D. degree from the University of Oklahoma.  He is a
member  of the  Fellows  of the  American  Bar  Association  and a member of the
Oklahoma  Bar  Association.  Mr.  Strasner is also a director of Health  Images,
Inc., a public  company which  provides  fixed site magnetic  resonance  imaging
("MRI") services.


                                      III-1

<PAGE>



     Martin J. Freedman.  Mr. Freedman, age 72, was one of the General Partner's
founders  and a member of its Board of  Directors  as well as a board  member of
Enex Securities  Corporation until June of 1986. He was reappointed to the Board
on April 19,  1990 to fill a  vacancy.  He is a member of the  Compensation  and
Options  Committee.  He is  currently  President  of Freedman Oil & Gas Company,
engaged primarily in the management of its exploration and producing properties,
and the managing  partner  Martin J. Freedman & Company which has an interest in
approximately  one hundred  producing  oil and/or gas wells.  Mr.  Freedman is a
lifetime member of the Denver  Petroleum Club as well as being a lifetime member
of the Denver Association of Petroleum  Landmen.  He was an officer and Director
and/or  founder of several  former private and public  companies.  Mr.  Freedman
entered the oil and gas business in 1954 when he joined Mr.  Marvin Davis of the
Davis Oil Company.  In 1956, he became President of Central Oil  Corporation,  a
company engaged in oil and gas exploration.  From 1958 on, Mr. Freedman operated
as Martin J. Freedman Oil Properties and was President of Oil Properties,  Inc.,
a private corporation. Mr. Freedman attended Long Island University and New York
University.  He received a bachelor's degree in Psychology and also attended New
York University's graduate school.

              James Thomas Shorney.  Mr. Shorney, age 71, has been a Director of
the General Partner since April of 1990 and is a member of the  Compensation and
Options Committee. He has been a petroleum consultant and Secretary/Treasurer of
the Shorney Company, a privately held oil and gas exploration company, from 1970
to date. From 1970 to 1976, he also served as a petroleum consultant in Land and
Lease Research Analysis Studies for the GHK Company. He was an oil and gas lease
broker  from  1962 to 1970  and  employed  by  Shell  Oil  Company  in the  Land
Department  from 1954 to 1962.  Before  joining Shell Oil Company,  he served as
Public  Information  Officer  in the  U.S.  Army  Air  Force  from  1950 to 1953
including attending  Georgetown  University Graduate School in 1952. Mr. Shorney
graduated  from the  University of Oklahoma with a B.A.  degree in Journalism in
1950.  From 1943 to 1945,  he  served in the U.S.  Army Air Force as an air crew
member  on a  B-24  Bomber.  Mr.  Shorney  is a  member  of  the  Oklahoma  City
Association  of  Petroleum  Landmen  on  which he has  served  as  Director  and
Secretary/Treasurer.  He is an active  member  of the  American  Association  of
Petroleum Landmen. In 1975, Mr. Shorney was first listed in the London Financial
Times' Who's Who in World Oil and Gas.

     Robert D. Carl,  III.  Mr.  Carl,  age 43, was  appointed a Director of the
General Partner on July 30, 1991 and is a member of the Audit  Committee.  He is
President,  Chief Executive  Officer and Chairman of the Board of Health Images,
Inc., a public company whose securities are traded on NYSE, which provides fixed
site magnetic  resonance imaging ("MRI")  services.  From 1978 to 1981, Mr. Carl
also  served as  President  of Carl  Investment  Associates,  Inc. a  registered
investment  advisor.  In 1981,  Mr. Carl joined  Cardio-Tech,  Inc.,  as general
counsel  and as an officer and  Director.  Upon the sale and  reorganization  of
Cardio-Tech,  Inc.  into  Cardiopul  Technologies  in  1982,  he  served  as its
Executive  Vice  President  and as a  Director.  In March,  1985 he was  elected
President,  Chief Executive Officer and Chairman of Cardiopul Technologies which
spun off its  non-imaging  medical  services  business  and  changed its name to
Health  Images,  Inc.  Mr. Carl  received a B.A. in History  from  Franklin  and
Marshall  College,  Lancaster,  Pennsylvania  in  1975  and a  J.D.  from  Emory
University  School of Law,  Atlanta,  Georgia in 1978.  Mr. Carl is a trustee of
Franklin & Marshall College and is a member of the State Bar of Georgia.

              On January 4, 1996, the SEC filed a complaint in the United States
District  Court for the District of Columbia  against Mr. Carl alleging that Mr.
Carl violated  Section 16(a) of the Securities  Exchange Act of 1934  ("Exchange
Act"), and Rule 16a-2 and 16a-3 (and former Rule 16a-1)  thereunder,  by failing
to timely file reports concerning  thirty-eight  securities  transactions in his
mother's brokerage  accounts involving shares of Health Images,  Inc. stock. The
SEC took the position that because Mr. Carl (1) provided substantial

                                      III-2

<PAGE>



financial  support to his mother,  (2) commingled  his mother's  assets with his
own, (3) provided a substantial portion of the funds used to purchase the shares
in question, and (4) received from his mother a substantial portion of the sales
proceeds, he, therefore, had a pecuniary interest in, and was a beneficial owner
of, the shares in question.

              In response to the SEC's  action,  Mr.  Carl  disgorged  to Health
Images,  Inc.  approximately  $92,400 in short-swing profits from the trading in
his mother's account,  plus interest thereon of approximately  $52,600.  The SEC
further  requested the court to impose a $10,000 civil penalty  against Mr. Carl
pursuant to Section 21(d)(3) of the Exchange Act.  Without  admitting or denying
the  allegations  in the  complaint,  Mr. Carl consented to the entry of a final
judgement  imposing the $10,000  penalty.  On January 12, 1996, a federal  judge
entered the final judgement in this matter, and Mr. Carl has since filed amended
reports on Forms 4 and 5 reflecting these transactions in his mother's accounts.

              In   relation  to  the  same   matter,   the  SEC  has  issued  an
administrative  Order  pursuant to Section 21C of the  Exchange  Act against Mr.
Carl,  finding  that he  violated  Section  16(a) and the rules  thereunder  and
requiring  him to cease and desist from  committing  or causing any violation or
future violation of those provisions.  Without admitting or denying  allegations
in the SEC's Order, Mr. Carl consented to the entry of the Order.

     Robert E. Densford.  Mr. Densford,  age 39, was appointed a Director of the
General  Partner  on  September  11,  1991.  He joined  the  General  Partner as
Controller  on May 1, 1985 and became Vice  President-  Finance,  Secretary  and
Treasurer  on March 1, 1989.  From  January  1983 to April  1985,  he was Senior
Accountant for Deloitte Haskins & Sells in Houston, Texas, auditing both closely
held and publicly owned oil and gas  companies.  From September 1981 to December
1982, he was a staff  accountant for Coopers & Lybrand in Houston.  Mr. Densford
is a C.P.A.  and holds a B.B.A.  degree in Accounting and an M.S.  degree in Oil
and Gas  Accounting  from Texas Tech  University and is a member of the American
Institute of Certified  Public  Accountants  and the Texas  Society of Certified
Public Accountants.

     James A. Klein. Mr. Klein, age 33, joined the General Partner as Controller
in February 1991. In June 1993, he was appointed President and Principal of Enex
Securities  Corporation.  From June 1988 to February  1991,  he was  employed by
Positron Corporation in Houston.  From July 1987 to May 1988, he was employed by
Transworld  Oil Company in Houston and from  September  1985 until July 1987, he
was an accountant with Deloitte Haskins & Sells in Houston,  Texas, auditing oil
and gas and oil service  companies.  Mr. Klein is a Certified Public  Accountant
and holds a B.A. in  Accounting  (1985)  from the  University  of Iowa.  He is a
member of the American  Institute of Certified  Public  Accountants and the Iowa
Society of Certified Public Accountants.

Item 10.      Executive Compensation

              The Company has no Directors or executive officers.

              The  Company  does not pay a  proportional  or fixed  share of the
compensation paid to the officers of the General Partner.

              The Company  reimburses  the General  Partner for direct costs and
administrative  costs incurred on its behalf.  Administrative costs allocated to
the Company are computed on a cost basis in accordance  with  standard  industry
practices by allocating the time spent by the General Partner's  personnel among
all  projects  and by  allocating  rent and other  overhead  on the basis of the
relative direct time charges.  The Company  incurred $17,221 and $17,729 of such
administrative   costs  payable  to  the  General  Partner  in  1996  and  1995,
respectively.

                                      III-3

<PAGE>



Item 11.      Security Ownership of Certain Beneficial Owners and Management

                                               $500 Limited
                            Name of            Partner Units       Percent
 Title of Class        Beneficial Owner       Owned Directly      of Class

 Limited Partner        Enex Resources               1,156        19.0067%


Item 12.     Certain Relationships and Related Transactions

             See  the  Statements  of  Operations   included  in  the  Financial
Statements  in Item 7 of this  report for  information  concerning  general  and
administrative  costs incurred by Enex and allocated to the Company,  and Note 1
to  such  Financial  Statements  for  information  concerning  payments  to Enex
Securities  Corporation,  a  wholly  owned  subsidiary  of Enex  and to Enex for
certain offering and organization expenses incurred by the Company.


Item 13.     Exhibits and Reports on Form 8-K

                                                                      Sequential
                                                                        Page No.

                                                                  --------------


             (a)    Exhibits

                    (3)      a.   Certificate of Limited Partnership, as 
                                  amended. Incorporated by reference
                                  to Exhibit 3(a) to the Company's Annual Report
                                  on Form 10-K for the year ended December 31,
                                  1989.

                             b.   Amended Agreement of Limited Partnership.  
                                  Incorporated by reference to Exhibit 3(a) to
                                  Post-Effective Amendment No. 1 to the
                                  Registration Statement on Form S-1       
                                  (No. 33-20897) of Enex Oil and Gas Income
                                  Program IV filed with the Securities and
                                  Exchange Commission on April 12, 1989.

                    (4)      Not Applicable

                    (10)     Not Applicable

                    (11)     Not Applicable

                    (12)     Not Applicable

                    (13)     Not Applicable

                    (18)     Not Applicable

                    (19)     Not Applicable

                    (22)     Not Applicable


                                      III-4

<PAGE>



                    (23)     Not Applicable

                    (24)     Not Applicable

                    (25)     Not Applicable

                    (28)     Not Applicable

             (b)    Reports on Form 8-K

                    No reports on Form 8-K were filed during the last quarter of
                    the period covered by this report.


                                      III-5

<PAGE>
                                   SIGNATURES


                  In  accordance  with Section 13 or 15 (d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                    ENEX OIL AND GAS INCOME PROGRAM IV -
                                         SERIES 3, L.P.

                                      By:    ENEX RESOURCES CORPORATION
                                              the General Partner



   
      
   
July 9, 1997                         By:     /s/   G. B. Eckley
                                              -------------------
                                                   G. B. Eckley, President


                  In  accordance  with the  Exchange  Act,  this report has been
signed below on July 9, 1997,  by the following  persons in the  capacities
indicated. 
    
      


ENEX RESOURCES CORPORATION             General Partner


By:  /s/      G. B. Eckley

             ------------------------
              G. B. Eckley, President


     /s/      G. B. Eckley
                                        President, Chief Executive
              ------------------        Officer and Director


              G. B. Eckley


     /s/      R. E. Densford            Vice President, Secretary, Treasurer,
                                        Chief Financial Officer and Director
             -------------------

              R. E. Densford


     /s/      James A. Klein            Controller and Chief Accounting Officer

             -----------------

              James A. Klein



                                       S-1

<PAGE>

                                   /s/ Robert D. Carl, III

                                   --------------------------

                                       Robert D. Carl, III       Director



                                   /s/ Martin J. Freedman

                                   --------------------------

                                       Martin J. Freedman        Director


                                   /s/ William C. Hooper, Jr.

                                   --------------------------

                                       William C. Hooper, Jr.    Director


                                   /s/ Tom Shorney

                                   --------------------------

                                       Tom Shorney               Director


                                   /s/ Stuart Strasner

                                   --------------------------

                                       Stuart Strasner           Director



                                       S-2